What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-03-01 compared with 2022-03-04 · 45 added, 51 removed, 280 unchanged (26% of the section changed)

1 unchanged sentence

Vishay Precision Group, Inc.

(“VPG,” the “Company,” “we,” “us” or “our”) is a global, diversified company focused on precision measurement sensing technologies, including specialized sensors, weighing solutions, and measurement systems.

Many of our precision measurement sensing products and solutions are “designed-in” by our customers, and address growing applications across a diverse array of industries and markets.

Our products are marketed under a variety of brand names that we believe are characterized as having a very high level of precision and quality, and we employ an operationally diversified structure to manage our businesses.

Driven by the continued proliferation of data generated by the expanding use of sensors across a widening array of industrial and non-industrial applications, precision measurement technologies help ensure and deliver required levels of quality of mission-critical or high-value data.

(“VPG,” the “Company,” “we,” “us” or “our”) is a global, diversified company focused on precision measurement and sensing technologies that help power the future by bridging the physical world with the digital one.

Many of our specialized sensors, weighing solutions, and measurement systems are “designed-in” by our customers, and address growing applications across a diverse array of industries and markets.

Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality, and we employ an operationally diversified structure to manage our businesses.

Driven by the continued proliferation of data generated by the expanding use of sensors across a widening array of industrial and non-industrial applications, precision measurement and sensing technologies help ensure and deliver required levels of quality of mission-critical or high-value data.

VPG’s products are often at the first stage of a data value chain (i.e., the process of converting the physical world into a digital format that can be used for a specific purpose) and as such impact the effectiveness of vast number of critical, high-value downstream processes.

Over the past few years, we have seen a broadening of precision sensing applications in both our traditional industrial markets and new markets, due to the development of higher functionality in our customers' end products.

1 unchanged sentence

The Company has a long heritage of innovation in sensor technologies that provide accuracy, reliability and repeatability that make our customers' products safer, smarter, and more productive.

As the functionality of customers products increases, and they integrate more precision measurement sensors and related systems into their solutions in order to link the mechanical and physical world with digital control and/or response, we believe this will offer substantial growth opportunities for our products and expertise.

As the functionality of customers products continues to increase, and they integrate more precision measurement sensors and related systems into their solutions, we believe this will offer substantial growth opportunities for our products and expertise.

On July 6, 2010, our company was spun off by Vishay Intertechnology, Inc.

5 unchanged sentences

In the decade prior to the spin-off, Vishay Intertechnology expanded our sensor and measurement business through acquisitions, extending our business from its initial focus on precision foil resistors and foil strain gages to include an array of load cell-based solutions.

Since becoming an independent company, we have made several acquisitions that have added to our strong, diverse, global manufacturing, sales and distribution network, which includes facilities in Canada, China, France, Germany, India, Israel, Japan, Sweden, Taiwan, the United Kingdom, and the United States.

Since becoming an independent company, we have made several acquisitions that have added to our strong, diverse, global manufacturing, sales and distribution network, which includes facilities in Canada, People's Republic of China, France, Germany, India, Israel, Japan, Sweden, Republic of China (Taiwan), the United Kingdom, and the United States.

We were incorporated in Delaware on August 28, 2009.

2 unchanged sentences

Key Business Vision and Strategies

Our vision is to be a leading provider of precision measurement sensing technologies, which include sensors, weighing solutions and measurement systems that deliver accuracy, reliability and repeatability that make our customers' products safer, smarter, and more productive.

Our vision is to be a leading provider of precision measurement and sensing technologies, which include sensors, weighing solutions and measurement systems that deliver accuracy, reliability and repeatability that make our customers' products safer, smarter, and more productive.

VPG delivers in-depth, deep engineering expertise to the design and manufacture of non-commodity sensors, weighing solutions and precision measurement systems that optimize and enhance our customers’ solutions performance across a broad array of end markets.

16 unchanged sentences

We fully transitioned to this facility in the third quarter of fiscal 2021.

We also seek to achieve significant production cost savings through the transfer, expansion, and construction of manufacturing operations in countries such as India, China, and Israel, where we can benefit from improved efficiencies or available tax and other government-sponsored incentives.

We also seek to achieve significant production cost savings through the transfer, expansion, and construction of manufacturing operations in countries such as India, Japan, and Israel, where we can benefit from improved efficiencies or available tax and other government-sponsored incentives.

In the past several years, we incurred restructuring expense related to closing and downsizing of facilities as part of the manufacturing transitions of our load cell products to facilities in India and China, which marked key milestones in our ongoing strategic initiatives to align and consolidate our manufacturing footprint.

42 unchanged sentences

VPG Foil Resistors VPG Transducers KELK

- Alpha Electronics - Celtron Dynamic Systems Inc.

- Powertron - Revere DTS

- Vishay Foil Resistors - Sensortronics Pacific Instruments

Micro-Measurements - Tedea-Huntleigh

VPG Onboard Weighing

- VFR - Celtron Dynamic Systems Inc.

- Alpha Electronics - Revere DTS

-Powertron - Sensortronics Pacific Instruments

- APR - Tedea-Huntleigh

Micro-Measurements VPG Onboard Weighing

Business Segments and Products

In the fourth quarter of fiscal 2021, we formally adopted an operationally diversified structure and strategy, by which each of VPG's business segments maintains and deploys specific go-to-market strategies, technical expertise, capital requirements, and acquisition opportunities.

As a result, we realigned our businesses into new reporting segments as follows (with affected businesses in bold and italics):

Former Reporting Segments New Reporting Segments

Foil Technology Products Sensors

Precision Resistors Precision Resistors

Strain gages Strain gages

Data acquisition systems - avionics

Force Sensors Weighing Solutions

Load Cells Load cells

On-board weighing systems

Process weighing

Weighing and Control Systems Measurement Systems

Process weighing Data acquisition systems - avionics

Measurement systems for steel production Measurement systems for steel production

On-board weighing systems

Material testing and simulation systems Material testing and simulation systems

Data acquisition systems for auto safety testing Data acquisition systems for auto safety testing

Each of VPG's business segments maintains and deploys specific go-to-market strategies, technical expertise, capital requirements, and acquisition opportunities, which are in line with our operationally diversified structure and strategy.

VPG reports in three product segments:

Sensors, Weighing Solutions, and Measurement Systems.

The Sensors segment is comprised of our precision resistor and strain gage businesses.

4 unchanged sentences

Our current sense resistors were developed with a low absolute TCR and Kelvin connections to meet the demand of stable resistive products.

Our precision resistors are used in applications requiring a high degree of precision and stability, such as in the following market segments:

Avionics/Military/Aerospace applications, Precision Weighing, Medical applications, Test & Measurements/ Semiconductors, Oil & Gas and Process Control.

We sell our foil resistors under the VPG Foil Resistors, Alpha Electronics, and Powertron brands, including under our well-known Bulk Metal® trademark.

Our precision resistors are based on Bulk Metal Foil® technology and are used in diverse applications, which require a high degree of precision and stability.

The main market segments for our precision resistors are as follows:

Avionics & Military, Space Communications, Fiber Optics, Industrial Automation, EV Battery Management Infrastructure, and Precision Weighing, Test & Measurements / Semiconductors and others.

Foil resistors are marketed under four different brands:

VFR, Alpha Electronics, Powertron and APR.

APR is our off the shelf commercial product line based on AEC-Q200 standardization.

To complement our extensive portfolio of high-performance precision resistors, we also offer decade boxes, standard resistors, exceptional precision thin film and power resistors including special construction configurations to meet the requirements of high temperature applications.

4 unchanged sentences

Strain gages are also used inside precision transducers where the magnitude of an applied force is the focus of the measurement.

A variety of physical measurements can be made using strain gages attached to metal components including force, weight, pressure, displacement, and acceleration.

Using strain gages attached to metal components, a variety of physical measurements can be made including force, weight, pressure, displacement, and acceleration.

Our innovative advanced sensors product line enhances the capability and performance of our strain gages, while simultaneously reducing their size and power consumption.

A significant portion of our strain gage products are sold to third parties as “standard catalog items”, while the remainder of these products are sold as non-standard and/or custom products to third parties and to our Weighing Solutions segment.

A portion of our strain gage products are sold to third parties as “standard catalog items”, while the remainder of these products are sold as non-standard and/or custom products to third parties and to our Weighing Solutions segment.

Strain gage products are sold across several of our market sectors, with a significant portion being sold to consumer end markets.

The products in the Sensors segment are primarily based on our resistive foil technology, which continues to evolve and enables many products in both segments to be suited for new and varied applications.

9 unchanged sentences

In some cases, these products use our strain gage products, which serve as sensing elements and components within each unit.

Further integration of our load cell technology is also offered as part of our weighing module products, which provide customers with a complete sensor assembly that may be used within a wide variety of digital transducers.

Further integration of our load cell technology is also

offered as part of our weighing module products, which provide customers with a complete sensor assembly that may be used within a wide variety of digital transducers.

A transducer is mounted on a structure that is subjected to weight or other forces, such as the platform of an industrial scale.

7 unchanged sentences

We sell our load cells and modules under the overall VPG Transducers name as we continue to transition from the previously used Celtron, Revere, Sensortronics, and Tedea-Huntleigh brands.

A majority of VPG Transducer load cell products are sold to third parties as “standard catalog items,” but a growing sector of this segment’s products are sold as non-standard and/or custom products to third parties.

In addition, we sell products from this segment to our Measurement Systems segment as well as to OEM manufacturers.

Approximately half of VPG Transducer load cell products are sold to third parties as “standard catalog items,” but a growing sector of this segment’s products are sold as non-standard and/or custom products to third parties including OEM manufacturers.

Our sales teams act as direct sales channels (field application engineers (“FAEs”)) utilizing the primary customer interface relating to initial design specifications, development of prototypes, and pricing/delivery of this segment’s products.

9 unchanged sentences

Major components that comprise our Weighing Solutions products include:

load cells, electronic displays, optical gages, laser systems, signal processors, MEMS sensors, cabling, system software, and communications software/hardware.

load cells, electronic displays, signal processors, MEMS sensors, cabling, system software, and communications software/hardware.

The end use for the majority of these products is the precision measurement of force, weight, pressure, torque, tilt, motion, and acceleration.

37 unchanged sentences

The quality management system in our major foil resistors manufacturing site is certified against Aerospace Standard AS9100.

Our DTS business unit, manufacturing data acquisition systems, data loggers and sensors for critical testing for aerospace, military, crash safety, is certified to ISO/IEC 17025 standard.

Compliance to this standard ensures that the DTS facilities operate quality management systems, are technically competent and generate technically valid results.

To maintain our cost competitiveness, we are pursuing our strategic initiatives to shift manufacturing emphasis to more advanced automation in higher-labor-cost regions and to relocate production to regions with skilled workforces and relatively lower labor costs.

13 unchanged sentences

They typically order products from us based on their forecasts.

If the customers' business needs change, they may cancel or reschedule the shipments that are included in our backlog, in many instances without the payment of any penalty.

If the customers' business needs change, they may

cancel or reschedule the shipments that are included in our backlog, in many instances without the payment of any penalty.

Therefore, the backlog at any point in time is not necessarily indicative of the results to be expected for future periods.

24 unchanged sentences

We also maintain research and development staff, and promote programs at a number of our production facilities to develop new products and new applications of existing products, and to improve manufacturing techniques.

This decentralized system encourages individualized product development at specific manufacturing facilities that occasionally has applications at other facilities.

This decentralized approach encourages individualized product development at specific manufacturing facilities that occasionally has applications at other facilities.

Our research and development staff and our sales force are closely linked.

16 unchanged sentences

Environmental, Social and Governance

We have issued an Environmental, Health and Safety Policy that commits us to achieve health and safety for employees and protection of the environment, to maintain compliance with applicable environmental, health and safety laws, to promote proper management of hazardous materials, and to minimize the hazardous materials generated in the course of our operations.

As part of our launch of a corporate Environmental, Social and Governance ("ESG") program in 2022, we completed a materiality assessment, developed a multi-year ESG plan, and established an internal scorecard with short and long-term objectives.

The implementation of our multi-year ESG plan is on track as evidenced by our actions over the past year, which include revising our Board Committee charters and other applicable governance documents to include ESG-related topics and oversight, launching a sustainability website, sharing key ESG performance indicators with our stockholders, key stakeholders and the general public and adding ESG policies on Human Rights and Solid and Hazardous Waste.

Our multi-year ESG plan continues to be built on four pillars:

Our People, Our Environment, Our Governance and Our Products, and serves as a guiding framework that will be added to as new trends, requests from stakeholders and internal business strategies require.

We have issued an Environmental, Health and Safety Policy that sets forth our commitment to achieving health and safety for employees and protecting of the environment, to maintaining compliance with applicable environmental, health and safety laws, to promoting proper management of hazardous materials, and to minimizing the hazardous materials generated in the course of our operations.

In addition, our manufacturing operations are subject to various regional, federal, state, and local laws restricting discharge of materials into the environment.

Since we are subject to Environmental, Health and Safety laws worldwide we incur capital and operating expenditures and other costs to comply.

We are not involved in any pending or threatened proceedings that would require curtailment of our operations.

The Company has launched a corporate Environmental, Social and Governance ("ESG") program and plans to complete a materiality assessment, scorecard and short and long-term objectives with deliverables during 2022.

We still expect that this multi-year ESG plan will occur in three phases, including defining ESG ambitions, implementing a reporting strategy, and planning and executing employee ESG training and improving ESG awareness for all employees.

The ESG program is built on four pillars:

Our People, Our Environment, Our Governance and Our Products.

Since we are subject to Environmental, Health and Safety laws worldwide we incur capital and operating expenditures and other costs to comply with such laws and any investigations of us related to such laws.

Human Capital

19 unchanged sentences

He continues to serve on the Vishay Intertechnology board of directors.

Shoshani is a nephew of the late Dr.

Shoshani is a nephew of Mrs.

Ruta Zandman, the widow of the late Dr.

Felix Zandman, the founder of Vishay Intertechnology.

14 unchanged sentences

Company Information and Website

We began filing annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 after our spin-off from Vishay Intertechnology on July 6, 2010.

We began filing annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after our spin-off from Vishay Intertechnology on July 6, 2010.

The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.

12 unchanged sentences

• Policy Regarding Qualifications of Directors

To view these documents, access http://ir.vpgsensors.com and click on “Governance” and then on "Governance Documents."

To view these documents, access http://ir.vpgsensors.com and click on “Sustainability-Governance” and then on “Governance” and then on "Governance Documents."

To view our Ethics Program Reporting Procedures, access http:/www.vpgsensors.com/Ethics

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business